MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

2.

Information on the remuneration of corporate officers

2.1 Remuneration policy (ex-ante vote 2023) This section is prepared in accordance with Articles L.22 10-8 and R.22-10-14 of the French Commercial Code and forms an integral part of the report on corporate governance. In accordance with Article L.22-10-8 of the French Commercial Code, for companies listed on a regulated market the Board of directors establishes a remuneration policy for corporate officers, which must be the subject of a draft resolution submitted for approval by the Ordinary General Meeting (ex-ante vote). The Board of directors has established a remuneration policy for each of the Company’s corporate officers which takes into account the recommendations made by the AFEP-MEDEF Code and the Company’s interest. The policy forms part of the active value-enhancement and asset-management strategy, combining yield and capital appreciation. The Board of directors has also determined the Chief Executive Officer’s remuneration based on the above components, primarily by setting variable remuneration criteria linked to the implementation of the business strategy and in the Company’s interest. No component of remuneration, of any nature whatsoever, may be determined, awarded or paid by the Company, nor any commitment made by the Company if it does not comply with the approved remuneration policy or, in its absence, with the remuneration or practices existing within the Company. However, in exceptional circumstances, the Board is exempt from applying the remuneration policy provided that such exemption is temporary, in the Company’s interest and required for the Company’s sustainability or viability. Subject to compliance with the conditions defined below, the Board may temporarily waive the application of the Chief Executive Officer’s remuneration policy in accordance with the second paragraph of Article L.22-10-8, III of the French Commercial Code concerning only the following items of remuneration: annual variable remuneration. The Board will verify whether this exemption is in the corporate interest and necessary to guarantee the Company’s sustainability or viability. These justifications will be brought to the attention of shareholders in the next report on corporate governance. It is specified that the Chief Executive Officer does not attend discussions on these issues. As there is no Remuneration Committee, as explained in Section 1.1 of this report, the Board of directors shall

determine, review and implement the remuneration policy for each of the corporate officers. It is specified that the Chief Executive Officer does not attend discussions on these issues. As part of its decision-making process for determining and reviewing the remuneration policy, the Board of directors incorporates the fairness ratio information shown below into the Company’s remuneration and employment terms. In the event of any changes to the Company’s governance, the remuneration policy will be applied to the Company’s new corporate officers, with amendments where necessary. It should be noted that the term of office of the Company’s corporate officers is indicated in Section 1.3.1 of this report. In addition, there are no employment contracts or past service contracts between the corporate officers and the Company. 2.1.1 Remuneration policy for the Chief Executive Officer and/or any other executive corporate offi cer The remuneration policy for the Chief Executive Officer, as set by the Board of directors, is described below. It will be the subject of an ordinary resolution submitted for the approval of shareholders at the forthcoming 2023 General Meeting (ex - ante vote). The fixed, variable and exceptional components of the total remuneration and all benefits in kind granted to the Chief Executive Officer in respect of his office, and their respective weightings, are as follows: Fixed remuneration The Chief Executive Officer receives annual fixed remuneration payable in twelve monthly instalments whose amount is determined according to the extent of his or her duties and responsibilities, taking into account market practices. Annual variable remuneration The Chief Executive Officer receives annual variable remuneration capped at a percentage of the annual fixed remuneration, set in advance annually by the Board and not exceeding 50%. Payment of this remuneration is subject to achieving quantitative and/or qualitative performance criteria set by the Board of directors for the year in question.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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